2008
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NONDISCLOSURE   CONFIDENTIALITY AND NONCOMPETE AGREEMENT
     THIS IS A CONFIDENTIALITY AGREEMENT.
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OWNERSHIP
     All Confidential Information disclosed by Owner to Recipient under this   confidentiality Agreement in tangible form (including, without limitation,  information incorporated in computer software or held in electronic storage media) shall be and remain property of the Owner. As such confidential   Information shall be returned to Owner promptly upon written request and   shall not be retained in any form by Recipient. The Rights and obligations of the parties under this Confidentiality Agreement shall survive any such return of Confidential Information.

CIRCUMVENT
     The undersigned parties further agree not to attempt to circumvent this   agreement in an effort to deprive either party of any fees, commissions or any other remuneration. To that end, this document shall be considered to apply to any and all corporation of the parties, divisions, subsidiaries, employees, consultants, principals, agents, associates, family members, assignees, or other associated persons.
     It is expressly understood and agreed that this document shall not be construed as to create a partnership, a joint venture, an agency or any other business relationship which could authorize any of the undersigned parties to act in the name of, or on the behalf of another, or to have any rights to the assets, business interests or property of either party hereto.  Each of the undersigned parties, are and will remain completely independent and individual from each other unless otherwise agreed to in writing.
     The terms of this agreement shall be indefinite and will encompass any and all present and future business matters identified by the undersigned parties in separate contracts and agreements, including but not limited to "Fee Agreements".

TERMINATION
     Either party may terminate this Confidentiality Agreement by written notice to the other.  However, in the event of termination, all rights and   obligations under this agreement shall survive with respect to Confidential Information disclosed prior to such termination.
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